| Thu 26 Jan 2006, 16:00 | | Not For Release |
|
VNF
VNF
Not For Release, Publication Or Distribution In Or Into The United States,
Australia, Canada or Japan.
Vodafone /VenFin - Vodafone declares offer for VenFin (the "Offer") wholly
unconditional and extension of the closing date of the Offer
Vodafone Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1993/005373/07)
("Vodafone")
VenFin Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1948/031037/06)
(Share code: VNF)
(ISIN Code: ZAE000026498)
("VenFin")
Vodafone declares offer for VenFin (the "Offer") wholly unconditional and
extension of the closing date of the Offer
1. Offer declared wholly unconditional
Vodafone has today waived the only condition precedent to the Offer still
outstanding being that offerees holding not less than 90% of the Offer
shares accept the Offer. The Offer is now wholly unconditional.
2. Payment of Offer consideration
Dematerialised Offer participants who have accepted the Offer by 17:00 on 26
January 2006, will have their Offer consideration paid into their accounts
with their CSDP or broker at their risk and dealt with in terms of the
custody agreement entered into between the Offer participants and their CSDP
on 2 February 2006. Dematerialised Offer participants who have not yet
accepted the Offer will be paid the Offer consideration into their accounts
with their CSDP or broker at their risk and dealt with in terms of the
custody agreement entered into between the Offer participants and their CSDP
or broker within 5 business days of acceptance of the Offer.
Certificated Offer participants who have accepted the Offer by 17:00 on 26
January 2006 will, unless prior arrangements have been agreed to with
Vodafone, have the Offer consideration posted, by ordinary post, at the risk
of the certificated Offer participant concerned on 2 February 2006.
Certificated Offer participants who have not yet accepted the Offer will,
unless prior arrangements have been agreed to with Vodafone, be posted the
Offer consideration, by ordinary post, at the risk of the certificated Offer
participant concerned, within 5 business days of acceptance of the Offer by
the Offer participant, provided the form of acceptance, surrender and
transfer included in the circular, together with the relevant document(s) of
title (in negotiable form) are received by the transfer secretaries before
12:00 on the closing date.
3. Level of acceptances
Vodafone announces that, as at 12:00 on 26 January 2006, acceptances of the
Offer have been received in respect of a total of 230 307 197 VenFin
ordinary shares (60.8% of the Offer shares). Combined with the 30 252 460
ordinary shares held by Vodafone Group Plc and the 35 506 352 VenFin B
ordinary shares to be acquired from Rembrandt Trust (Proprietary) Limited,
Vodafone group will have an effective economic interest in VenFin of 66.6%
and an effective voting interest of 80.5%.
4. Extension of Offer
Rule 28.4 of the Securities Regulation Code and Rules of the Securities
Regulation Panel requires that an Offer which is declared unconditional as
to acceptances shall remain open for not less than 14 days after the date on
which it would otherwise have expired. Vodafone therefore announces that the
closing date of the Offer is hereby extended to 12:00 (South African time)
on Friday, 17 February 2006. Any changes to this date and time, or the dates
below, will be released on SENS and published in the South African press.
The revised dates and times of the Offer are set out below:
Last day to trade in VenFin ordinary Friday, 10 February 2006
shares on the JSE to be eligible to
participate in the Offer
VenFin ordinary shares acquired on the
JSE on or after this date will not be Monday, 13 February 2006
eligible to participate in the Offer
Record date for participating in the Friday, 17 February 2006
Offer
Closing date of the Offer at 12:00 (see Friday, 17 February 2006
notes 2 and 3 below)
Results of Offer announcement published Monday, 20 February 2006
on SENS
Results of Offer announcement published
in the South African press Tuesday, 21 February 2006
Notes:
1.All times given are local times in South Africa.
2.Dematerialised shareholders wishing to accept the Offer are required to
notify their CSDP or broker, as the case may be, of their intention to
accept the Offer in the manner and time stipulated in the custody
agreement entered into between such dematerialised VenFin shareholders and
their CSDP or broker.
3.Certificated shareholders wishing to accept the Offer are required to
complete the form of acceptance, surrender and transfer included in the
circular in accordance with the instructions therein to be received by no
later than 12:00 on the closing date.
4.No dematerialisation or rematerialisation of VenFin shares may take place
during the period commencing at the close of business on the last day for
VenFin shareholders to trade in VenFin shares on the JSE and the record
date for participating in the Offer.
5. VenFin shareholders are further reminded that the closing date of the Newco
subscription offer is 15 business days after the closing date of the Offer.
VenFin shareholder helpline
If you have any questions regarding the Offer, please contact the VenFin
shareholder information line on 086 1100 926 (or + 27 11 373 0048 if calling
from outside South Africa).
Netherlands / Stellenbosch
26 January 2006
Financial advisers to Vodafone: UBS and Goldman Sachs
South African attorneys to Vodafone: Webber Wentzel Bowens
International attorneys to Vodafone: Linklaters
Transaction services adviser to Vodafone: KPMG Services (Pty) Ltd
Merchant Bank and Sponsor to VenFin: Rand Merchant Bank, a division of FirstRand
Bank Limited
Attorneys to VenFin: Hofmeyr Herbstein & Gihwala Inc
Independent Adviser to VenFin: Standard Bank
Important information
The Offer is not being made, directly or indirectly, in or into, or by use of
the mails of, or by any other means or instrumentality (including, without
limitation, telephonically or electronically) of interstate or foreign commerce
of, or any facilities of a national securities exchange of, the United States,
Australia, Canada or Japan and the Offer is not capable of acceptance by any
such use, means, instrumentality or facility or from within the United States,
Australia, Canada or Japan. Accordingly, neither copies of this announcement nor
any related documentation are being or may be mailed or otherwise distributed or
sent in or into or from the United States, Australia, Canada or Japan.
Even though the Offer is not being made in or into the jurisdictions mentioned
above, the Offer is made (subject to the terms set out in the Offer document) to
all holders of ordinary shares in VenFin, including those to whom the Offer
circular may not have been despatched, but excluding Vodafone group and any
subsidiaries of VenFin. The offerees are informed that copies of the offer
document, including the attached form of acceptance, surrender and transfer are
available for collection (during normal business hours) from Computershare
Investor Relations 2004 (Proprietary) Limited at 70 Marshall Street,
Johannesburg, 2001 South Africa.
Date: 26/01/2006 04:00:04 PM Produced by the JSE SENS Department
